On November 17, 2016, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued four new compliance and disclosure interpretations (“C&DIs”) addressing aspects of offerings under Regulation A and Regulation...more

The SEC’s Division of Corporation Finance released four new compliance and disclosure interpretations (C&DIs) on November 17th addressing aspects of offerings under Regulation A and Regulation D. The staff’s new...more

On October 26 the Securities and Exchange Commission (SEC) unanimously adopted new and amended rules aimed at making it easier for companies to raise money from investors through intrastate and small offerings....more

In the first action of its kind, the SEC has temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The $15 million continuous offering of common stock was qualified by the SEC on November 3, 2015. ...more

I have previously commented on the phenomenon of what I call the “tweener” corporation. See Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute? These are corporations that are not...more

During the ABA Business Law Section Annual Meeting, at the Dialogue with the Director of the Division of Corporation Finance, hosted by the Federal Regulation of Securities Committee, Keith Higgins offered a comprehensive...more

“Direct-to-consumer” offerings enable companies to raise capital directly from their customers, with or without the use of underwriters or other financial intermediaries. Direct-to-consumer offerings have garnered attention...more

On July 19, 2016, the Advisory Committee on Small and Emerging Companies met to discuss the “accredited investor” definition, the Regulation A market, and the Commission’s recent proposal regarding the definition of “small...more

In connection with the SEC meeting of the Advisory Committee on Small and Emerging Companies, the SEC posted a presentation which deals in part on secondary trading of Regulation A+ securities. Among other things, it includes...more

Regulation A+, which became effective on March 25, 2015, permits the offering of up to $50,000,000 in securities in any twelve-month period, subject to the certain requirements (a “Tier 2 Offering”). Tier 2 Offerings are not...more

The Commission prevailed in the D.C. Circuit which rejected a challenge to Regulation A+. Petitioners, the chief security regulators for Massachusetts and Montana argued that the SEC’s rules were contrary to the Supreme...more

On June 14, 2016, the D.C. Circuit Court of Appeals in Lindeen v. SEC upheld Regulation A+, including the SEC’s definition of “qualified purchaser.” The decision comes after petitioners William F. Gavin and Monica J....more

SEC/CORPORATE -
DC Circuit Court Rejects States’ Challenge of Blue Sky Preemption Under Regulation A+ -
On June 14, the Federal Court of Appeals for the District of Columbia (the DC Circuit) rejected challenges...more

Regulatory Developments -
OFAC Updates Frequently Asked Questions Regarding Lifting Sanctions on Iran -
On June 8, the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) updated its...more

The States of Montana and Massachusetts had previously challenged Regulation A+’s preemption of state securities registration and qualification requirements in Tier-2 offerings. The United States Court of Appeals for the...more

On June 6, 2016, the OTC Markets Group Inc., the entity operating three major over-the-counter marketplaces (“OTC”), submitted a rulemaking petition to the SEC. The petition asked the SEC to amend Regulation A+ to allow...more

On May 3, 2016, the CATO Institute published a policy paper titled, “A Walk Through the JOBS Act of 2012: Deregulation in the Wake of Financial Crisis,” which assesses the JOBS Act and offers certain policy recommendations. ...more

The SEC’s equity crowdfunding rules finally go into effect this month almost four years after Congress passed the JOBS Act, requiring the relaxing of certain rules on raising funds. So what does equity crowdfunding actually...more

For offerings that require state securities registration and review, clients often are concerned about the merit regulation standards. Certain of NASAA’s Statements of Policy, for example, may pose significant issues. From...more

One of the questions I get asked most often is “how does the new Illinois crowdfunding exemption compare to the available Federal level crowdfunding options?” I love getting this question as it gives me a chance to really...more

On March 22, 2016, Congressman French Hill introduced a bill, HR 4831, that would amend the 100-holder restriction on S corporations in the limited case of shares acquired through crowdfunded offerings or Regulation A...more

The 2016 Venture Capital Report provides an in-depth analysis of, and outlook for, the US and European venture capital markets. The report features industry and regional breakdowns, and a look at trends in venture capital...more

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